THE COMPANY'S COVENANTS AND THE PURCHASER'S RIGHTS Sample Clauses

THE COMPANY'S COVENANTS AND THE PURCHASER'S RIGHTS. 3.1 THE PURCHASER'S RIGHTS TO MAINTAIN. (a) IN GENERAL (i) During the Standstill Period, provided that the Purchaser Beneficially Owns at least 10% of the Total Outstanding Company Equity, if the percentage interest of the Purchaser in the Total Outstanding Company Equity is or would be reduced at any time as a result of an issuance of New Securities (as described in subsections (b), (c) and (d) below), the Purchaser shall have the right to purchase for cash the Purchaser's Pro Rata Portion, in whole or in part, at an aggregate purchase price equal to the product of the price per share at which such New Securities were or will be sold in such issuance (as determined in accordance with subsection (b), (c)or (d) below, as applicable) multiplied by the Purchaser's Pro Rata Portion or any part thereof (the "Purchase Price"). (ii) In addition, upon any issuance of New Securities, and only if any of (A) the Purchaser purchases at least 15% of the Purchaser's Pro Rata Portion from the Company or in the market in accordance with paragraph (c)(iv) below, or (B) during the Standstill Period, the Purchaser owns at least 35% of the Total Outstanding Company Equity or (C) after the Standstill Period, the Purchaser owns at least 30% of the Total Outstanding Company Equity, then the Purchaser shall also have the right to purchase for cash a Warrant of the Company exercisable for such number of New Securities, either (A) in the event of an issuance of New Securities in the manner described in paragraph (b) of this Section, then equal to 15% of the New Securities, or (B) in the event of an issuance of New Securities in the manner described in paragraph (c) of this Section, then equal to 15% of the New Securities plus that number of New Securities of the Purchaser's Pro Rata Portion actually purchased by the Purchaser (either (A) or (B) as applicable, the "Warrant Coverage"). Any such Warrant shall be in the form of the Warrants purchased by the Purchaser pursuant to the Securities Purchase Agreement, provided however, that any Warrants purchased hereunder shall be fully vested and exercisable, and the per share exercise price for such New Securities underlying such Warrant shall be equal to the price per share at which such New Securities were sold in such issuance of such New Securities (as determined in accordance with subsection (b), (c) or (d) below, as applicable). In connection with the exercise of its rights under this paragraph, Purchaser shall pay the Company in c...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to THE COMPANY'S COVENANTS AND THE PURCHASER'S RIGHTS

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!